TIDM43PS
RNS Number : 3994Y
Abanka Vipa d.d.
29 February 2012
ABANKA VIPA D.D. ANNOUNCES AN INVITATION FOR OFFERS TO SELL
SECURITIES FOR CASH
NOT FOR DISTRIBUTION TO ANY US PERSON (AS DEFINED IN REGULATION
S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED)
29 February 2012
Abanka Vipa d.d. (the "Issuer") hereby announces an invitation
to holders (subject to the offer and distribution restrictions set
out below) of its EUR500,000,000 Floating Rate Notes due 2012
guaranteed by the Republic of Slovenia (of which EUR350,589,000 is
currently outstanding) (the "Notes") to submit offers to sell
("Offers to Sell") their Notes to the Issuer for cash (the "Tender
Offer").
The Tender Offer is made on the terms and subject to the
conditions contained in the tender offer memorandum dated 29
February 2012 (the "Tender Offer Memorandum"). Capitalised terms
used in this announcement have the same meanings ascribed to them
in the Tender Offer Memorandum. The Issuer has decided to carry out
the Tender Offer in order to balance its maturity profile and to
reduce its funding costs.
The Issuer proposes to accept for purchase Notes up to a maximum
aggregate principal amount of EUR200,000,000 (the "Maximum
Acceptance Amount") (being an amount equal to 57.0 per cent of the
aggregate principal amount of the Notes currently outstanding) on
the terms and subject to the conditions contained in the Tender
Offer Memorandum.
Subject to the applicable Minimum Denomination in respect of the
Notes, the price payable per EUR1,000 principal amount of the Notes
(the "Purchase Price") will be calculated in accordance with the
Modified Dutch Auction Procedure described in the Tender Offer
Memorandum at or around the Pricing Time (as defined herein)
expressed as a percentage and rounded to the third decimal place
(with 0.0005 being rounded upwards). The Purchase Price will be no
less than the Minimum Purchase Price and no greater than the
Maximum Purchase Price. The Issuer will also pay an amount equal to
accrued and unpaid interest on the relevant Notes accepted for
purchase from, and including, the immediately preceding interest
payment date for the Notes up to, but excluding, the Settlement
Date, which is expected to be no later than 13 March 2012.
Minimum Maximum Maximum
Maturity Purchase Purchase Acceptance
Notes ISIN Date Price Price Amount
----------------- -------------- ------------ ------------- ------------- ---------------
the
interest
EUR500,000,000 payment
Floating date
Rate Notes, falling EUR1,001 EUR1,004
due 2012 on or per per
(of which nearest EUR1,000 EUR1,000
EUR350,589,000 to 18 in nominal in nominal
is currently September amount amount
outstanding) XS0452852196 2012 of Notes of Notes EUR200,000,000
Modified Dutch Auction Procedure
The Issuer will accept Offers to Sell in the following order:
(i) all Non-Competitive Offers will be accepted first, subject to
possible pro-ration, (ii) all Competitive Offers that specify Offer
Prices lower than the applicable Purchase Price will be accepted
second; and (iii) all Competitive Offers that specify Offer Prices
equal to the applicable Purchase Price will be accepted third,
subject to possible pro-ration. Holders of Notes whose Offers to
Sell are accepted by the Issuer will receive the Purchase Price of
the Notes, together with Accrued Interest, even if they made a
Non-Competitive Offer or an Offer to Sell specifying a price lower
than the Purchase Price.
In the event that the aggregate principal amount of Offers to
Sell which specify a price which is at or below the applicable
Purchase Price is greater than the Maximum Acceptance Amount,
Offers to Sell may be accepted on a pro rata basis, as described in
the Tender Offer Memorandum.
The Issuer reserves the right, in its sole and absolute
discretion, not to accept any Offers to Sell, not to purchase Notes
or to extend, terminate, withdraw or modify in any manner any of
the terms and conditions of the Tender Offer (including, but not
limited to, purchasing more than the Maximum Acceptance Amount,
subject to applicable laws and regulations).
Participating in the Tender Offer
To tender Notes pursuant to the Tender Offer, a holder should
deliver, or arrange to have delivered on its behalf, through the
relevant clearing system and in accordance with the requirements of
such clearing system, a valid tender instruction that is received
by the Tender Agent by the Expiration Time.
Holders of Notes are advised to check with any bank, securities
broker or other intermediary through which they hold Notes whether
such intermediary must receive instructions to participate in the
Tender Offer before the deadlines specified in the timeline
below.
Expected Transaction Timeline
Events/Dates Times and Dates
-------------------------------- ---------------------------
Commencement of the Tender 29 February 2012
Offer
Tender Offer Memorandum
available from the Joint
Dealer Managers and the
Tender Agent.
Beginning of Tender Offer
Period.
Expiration Time 4.00 p.m. CET on 8 March
2012
Deadline for receipt of
Electronic Offer Instructions.
Pricing Time 2.00 p.m. CET on 9 March
Determination of Purchase 2012 (the "Pricing Date")
Price in accordance with
the Modified Dutch Auction
Procedure described in
the Tender Offer Memorandum.
Announcement of Final No later than 5.00 p.m.
Results of Tender Offer CET on 9 March 2012
Details of:
(i) the Purchase Price,
the Accrued Interest and
the Tender Consideration;
(ii) the final aggregate
principal amount of the
Notes validly tendered
pursuant to the Tender
Offer; and
(iii) the aggregate principal
amount of Notes accepted
for purchase pursuant
to the Tender Offer and
the pro-ration factor,
if applicable, distributed
via the Clearing Systems
and published by way of
announcement on a Notifying
News Service and published
through RNS.
Settlement Date No later than 13 March
2012
Settlement date of the
Tender Offer and payment
of Tender Consideration
in respect of Notes accepted
for purchase.
For further information:
A complete description of the terms and conditions of the Tender
Offer is set out in the Tender Offer Memorandum. Further details
about the transaction can be obtained from:
The Joint Dealer Managers:
Erste Group Bank AG
Tel: +43 50100 84024
Fax: +43 50100 9 84024
Attention: FI Syndicate
Email: syndicate@erstegroup.com
UniCredit Bank AG
Tel: +49 89 378 14182
Fax: +49 89 378 3314182
Attention: FI & Public Sector Origination
Email: martina.knorrek@unicreditgroup.de
The Tender Agent:
The Bank of New York Mellon
Tel: +44 20 7964 4958
Fax: +44 20 7964 2536
Attn: Debt Restructuring Services
Email: debtrestructuring@bnymellon.com
A copy of the Tender Offer Memorandum is available to eligible
persons upon request from the Tender Agent.
The Joint Dealer Managers do not take responsibility for the
contents of this announcement and none of the Issuer, the Joint
Dealer Managers, the Tender Agent, or any of their respective
directors, employees or affiliates makes any representation or
recommendation whatsoever regarding the Tender Offer, or any
recommendation as to whether holders of Notes should tender Notes
in the Tender Offer. This announcement must be read in conjunction
with the Tender Offer Memorandum. No offer to acquire any Notes is
being made pursuant to this notice. Any such invitation is only
being made in the Tender Offer Memorandum and any such acquisition
or acceptance of Notes should be made solely on the basis of
information contained in the Tender Offer Memorandum. This
announcement and the Tender Offer Memorandum contain important
information, which should be read carefully before any decision is
made with respect to the Tender Offer. If any holder of Notes is in
any doubt as to the action it should take, it is recommended to
seek its own advice, including as to any tax consequences, from its
stockbroker, bank manager, solicitor, accountant or other
independent adviser.
Jurisdictional Restrictions:
This announcement and the Tender Offer Memorandum do not
constitute an invitation to participate in the Tender Offer in or
from any jurisdiction in or from which, or to or from any person to
or from whom, it is unlawful to make such invitation under
applicable securities laws. The distribution of the Tender Offer
Memorandum in certain jurisdictions may be restricted by law.
Persons into whose possession the Tender Offer Memorandum comes are
required by each of the Issuer, the Joint Dealer Managers and the
Tender Agent to inform themselves about and to observe, any such
restrictions.
United States
The Tender Offer is not being made, and will not be made,
directly or indirectly in or into, or by use of the mail of, or by
any means or instrumentality of interstate or foreign commerce of
or of any facilities of a national securities exchange of, the
United States. This includes, but is not limited to, facsimile
transmission, electronic mail, telex, telephone and the internet.
The Notes may not be tendered in the Tender Offer by any such use,
means, instrumentality or facility from or within the United States
or by persons located or resident in the United States as defined
in Regulation S of the Securities Act. Accordingly, copies of this
announcement, the Tender Offer Memorandum and any other documents
or materials relating to the Tender Offer are not being, and must
not be, directly or indirectly mailed or otherwise transmitted,
distributed or forwarded (including, without limitation, by
custodians, nominees or trustees) in or into the United States. Any
purported offer to sell in response to the Tender Offer resulting
directly or indirectly from a violation of these restrictions will
be invalid and any purported offers to sell made by a person
located in the United States or any agent, fiduciary or other
intermediary acting on a non-discretionary basis for a principal
giving instructions from within the United States will be invalid
and will not be accepted.
Each Noteholder participating in the Tender Offer will represent
that it is not located in the United States and is not
participating in the Tender Offer from the United States or it is
acting on a non-discretionary basis for a principal located outside
the United States that is not giving an order to participate in the
Tender Offer from the United States. For the purposes of this and
the above paragraph, "United States" means United States of
America, its territories and possessions, any state of the United
States of America and the District of Columbia.
United Kingdom
The communication of this announcement, the Tender Offer
Memorandum by the Issuer and any other documents or materials
relating to the Tender Offer is not being made, and such documents
and/or materials have not been approved, by an authorised person
for the purposes of section 21 of the Financial Services and
Markets Act 2000 (the "FSMA"). Accordingly, such documents and/or
materials are not being distributed to, and must not be passed on
to, the general public in the United Kingdom. The communication of
such documents and/or materials is exempt from the restriction on
financial promotions under section 21 of the FSMA on the basis that
it is only directed at and may be communicated to (1) those persons
who are existing members or creditors of the Issuer or other
persons within Article 43 of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005, and (2) to any other persons
to whom these documents and/or materials may lawfully be
communicated.
Republic of Italy
None of this announcement, the Tender Offer Memorandum or any
other documents or materials relating to the Tender Offer have been
or will be submitted to the clearance procedure of the Commissione
Nazionale per le Societa e la Borsa (the "CONSOB") pursuant to
Italian laws and regulations, and therefore the Tender Offer may
only be made or promoted, directly or indirectly, in or into the
Republic of Italy pursuant to an exemption from the rules governing
public purchases or exchange offers (offerte pubbliche di acquisto
o scambio) as defined in article 1, paragraph 1, letter v of the
Italian Legislative Decree no. 58 of 24 February 1998, as amended
(the "Financial Services Act"). Accordingly, the Tender Offer is
not addressed to, and none of this announcement, the Tender Offer
Memorandum nor any other documents, materials or information
relating, directly or indirectly, to the Tender Offer can be
distributed or otherwise made available (either directly or
indirectly) to any person in Italy other than:
(i) to qualified investors (investitori qualificati) pursuant to
article 34-ter, paragraph 1, letter (b), of CONSOB Regulation No.
11971 of 14 May 1999, as amended from time to time (the "Consob
Regulation") acting on their own account; or
(ii) in any other circumstances where an express exemption from
compliance with the restrictions on public purchases or exchange
offers applies pursuant to the Financial Services Act or the Consob
Regulation.
Belgium
None of this announcement, the Tender Offer Memorandum nor any
other documents or materials relating to the Tender Offer have been
submitted to or will be submitted for approval or recognition to
the Financial Services and Markets Authority ("Autorite des
services et marches financiers / Autoriteit financiele diensten en
markten") and, accordingly, the Tender Offer may not be made in
Belgium by way of a public offering, as defined in Articles 3 and 6
of the Belgian Law of 1 April 2007 on public takeover bids as
amended or replaced from time to time. Accordingly, the Tender
Offer may not be advertised and the Tender Offer will not be
extended, and none of this announcement, the Tender Offer
Memorandum nor any other documents or materials relating to the
Tender Offer (including any memorandum, information circular,
brochure or any similar documents) has been or shall be distributed
or made available, directly or indirectly, to any person in Belgium
other than "qualified investors" in the sense of Article 10 of the
Belgian Law of 16 June 2006 on the public offer of placement
instruments and the admission to trading of placement instruments
on regulated markets, acting on their own account. This
announcement and the Tender Offer Memorandum have been issued only
for the personal use of the above qualified investors and
exclusively for the purpose of the Tender Offer. Accordingly, the
information contained in this announcement and the Tender Offer
Memorandum may not be used for any other purpose or disclosed to
any other person in Belgium.
France
The Tender Offer is not being made, directly or indirectly, to
the public in France. None of this announcement, the Tender Offer
Memorandum nor any other documents or offering materials relating
to the Tender Offer have been or shall be distributed to the public
in France and only (i) providers of investment services relating to
portfolio management for the account of third parties (personnes
fournissant le service d'investissement de gestion de portefeuille
pour compte de tiers) and/or (ii) qualified investors
(investisseurs qualifies),all as defined in, and in accordance
with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the
French Code monetaire et financier, are eligible to participate in
the Tender Offer. Neither the announcement nor the Tender Offer
Memorandum has been submitted to the clearance procedures (visa) of
the Autorite des marches financiers.
General
This announcement and the Tender Offer Memorandum do not
constitute an offer to buy or a solicitation of an offer to sell
the Notes, and Offers to Sell will not be accepted from
Noteholders, in any jurisdiction in which such offer or
solicitation is unlawful. In any jurisdiction in which the Tender
Offer is required to be made by a licensed broker or dealer and in
which the Joint Dealer Managers or any of their affiliates are so
licensed, the Tender Offer shall be deemed to be made by the Joint
Dealer Managers or such affiliates on behalf of the Issuer.
In addition to the representations referred to above in respect
of the United States, each Noteholder participating in the Tender
Offer will also be deemed to give certain representations in
respect of the other jurisdictions referred to above and generally
as set out in the Tender Offer Memorandum under the heading
"Procedures for Participating in the Tender Offer". Any Offer to
Sell pursuant to the Tender Offer from a Noteholder that is unable
to make these representations may be rejected. Each of the Issuer,
the Joint Dealer Managers and the Tender Agent reserves the right,
in its absolute discretion, to investigate, in relation to any
Offer to Sell pursuant to the Tender Offer, whether any such
representation given by a Noteholder is correct and, if such
investigation is undertaken and as a result the Issuer determines
(for any reason) that such representation is not correct, such
tender may be rejected.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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